Communique from Extraordinary General Meeting of CybAero AB (publ) on August 24th, 2017

The meeting elected Anders Angelstig as the chairman of the meeting.

The meeting approved that persons who are not shareholders could be present at the meeting.

The meeting approved the proposed agenda.

The meeting appointed Henrik Lewander and Daniel Fröberg to approve the minutes together with the chairman.

The meeting resolved that it had been duly convened.

The meeting approved the board’s resolution on aggregations of shares, a so called reverse split, 1:10, (one new share for every ten old shares) and make the following changes in § 4 and § 5 of the Articles of Association:

The minimum share capital shall be SEK 24 000 000 and the maximum share capital shall be SEK 96 000 000.

The minimum number of shares shall be 6 000 000 and the maximum number of shares shall be 24 000 000.

The meeting approved the board’s resolution to reduce share capital.  The share capital shall be reduced with SEK 66 869 174. The reduction shall be made without retirement of shares. After the reduction the share capital shall be SEK 24 316 060.

Documents according to 14 chapter 8 §, 15 chapter 8 and 9 §§ of the Companies Act were presented.

The meeting approved the board’s resolution to issue convertible loans.

  1. The general meeting resolved to issue convertible loans to an amount of not more than SEK 6 944 585. Upon full conversion of the convertible instruments the share capital will increase by a maximum of SEK 6 944 584.
  2. The Subscription Price shall be equal to the nominal value of the convertible loans.
  3. The convertible loans shall not carry any interest.
  4. The convertible loans may at request by the proprietor be converted into shares during the period commencing on the date of registration at the Swedish Companies Registration Office of the resolution regarding the issue and twelve (12) months thereafter. In addition conversion occurs automatically on the day twelve months after the registration date.
  5. With deviation from the shareholders’ preemptive rights, the convertible loans shall only be subscribed for by Bracknor. Allotment above this is not permitted.
  6. Subscription for convertible loans shall be made on a subscription list within one week of the date of the resolution to issue the convertible loans. 
  7. The convertible loans shall be paid in cash not later than August 27th2017. Payment may be made against set-off of claims. Set off shall be deemed made upon subscription.
  8. The conversion price per share shall be eighty eight percent (88%) of the lowest closing volume-weighted average price observed over a period of fifteen (15) trading days immediately preceding (i) the issuance of a conversion notice or (ii) automatic conversion, however not below the quotient value.
  9. The reason for deviating from the shareholders' preemptive rights is to facilitate ownership for strategic partners, acquisitions and/or capital raising.
  10. The new shares entitle to dividends as of the record date, occurring after the new shares have been registered at the Companies Registration Office and the shares are entered in the share register at Euroclear Sweden AB.
  11. The Board, the managing director, or anyone appointed by the Board, is entitled to make such minor adjustments to the resolution that may be necessary upon the registration at the Companies Registration Office and Euroclear.

The meeting approved the board’s resolution to issue warrants.

  1. The general meeting resolved to issue of not more than 520 843 warrants series 2017/2018 subject to the reverse split. Each warrant entitles to subscribe for one (1) share. If the issue is subscribed for in full, the share capital will increase by a maximum of SEK 2 083 372.
  2. The Subscription Price shall be equal to 125% of the lower between (i) the closing volume-weighted average price on the trading day immediately preceding the date of signature of the engagement letter (i.e. SEK 0.6439, after aggregation 6,439 SEK); and (ii) the closing volume-weighted average price on the trading day immediately previous the request to issue the convertible loan, however not below the quotient value.
  3. The warrants may be exercised to subscribe for new shares during the period commencing on the date of registration at the Swedish Companies Registration Office of the resolution regarding the issue and sixty (60) months thereafter.
  4. With deviation from the shareholders’ preemptive rights, the warrants shall only be subscribed for by Bracknor. Allotment above this is not permitted. 
  5. Subscription for warrants shall be made on a subscription list within one week of the date of the resolution to issue the warrants.
  6. The warrants shall be issued without consideration.
  7. The reason for deviating from the shareholders' preemptive rights is to facilitate ownership for strategic partners, acquisitions and/or capital raising.
  8. The new shares entitle to dividends as of the record date, occurring after the new shares have been registered at the Companies Registration Office and the shares are entered in the share register at Euroclear Sweden AB.
  9. The Board, the managing director, or anyone appointed by the Board, is entitled to make such minor adjustments to the resolution that may be necessary upon the registration at the Companies Registration Office and Euroclear.

The meeting approved the board’s resolution to authorize the Board to resolve on issues.

  1. The Board was authorized for the period until the next Annual General Meeting, on one or more occasions, and with or without deviation from the shareholders’ preemptive rights, to adopt a resolution to increase the share capital of the company by issuing shares, convertible debt instruments and/or warrants, amounting to a total increase in the company’s share capital by a maximum of SEK 46 732 972, corresponding to a maximum of 11 683 243 new shares.
  2. Payment could be made in cash, in kind, or by set-off or otherwise be subject to certain conditions.
  3. Upon a share issue with deviation from the shareholders’ preemptive rights, the subscription price shall be the market price, subject to, where appropriate, a discount in accordance with the conditions on the market.
  4. The object of the authorization, and also the reason for permitting issues with deviation from the shareholders’ preemptive rights, is to facilitate ownership for strategic partners, acquisitions and/or capital raising, where payment, wholly or partly, could be made in shares, convertible debt instruments and/or warrants.
  5. The Board, the managing director, or anyone appointed by the Board, is entitled to make such minor adjustments to the resolution that may be necessary upon the registration at the Companies Registration Office and Euroclear.

The complete proposals that were approved at the meeting is available on the company website www.cybaero.se .

Contact:
Michael Auerbach, Chairman of the Board

Telephone: 013-465 29 00

Email: ir@cybaero.se

This information is information that CybAero AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 17:00 CET on August 24 2017.

Web:  www.cybaero.se           Videos: www.youtube.com/cybaero

About CybAero
CybAero develops and manufactures Remotely Piloted Aircraft Systems (RPAS) for safer and more effective aerial operations in various environments, including those hazardous in nature. The company has made a great international impact with its APID One helicopter, which can be adapted for both military and civilian applications such as coastal and border surveillance, search and rescue missions, and mapping. CybAero’s head office is located in the Mjärdevi Science Park in Linköping, Sweden. The company has around 45 employees and has been listed on the Nasdaq First North since 2007. FNCA Sweden AB is the company's certified adviser.

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